We still have a whole month to go till the closing of the fiscal year, but as today is Black Friday, and everybody is already doing their Christmas shopping, we decided instead to start preparing our yearly summary on M&A activities.

For the time being, the most technically complex operation we have done this yearhas been the purchase of the winery Propiedad de Arínzano last summer. Our client SPI Group bought this winery from the historical company Chivite, from Navarre, in the frame of a restructuration started by the “Fondo Fénix”, the “bad firm bank”, created by the banks Santander, BBVA, Caixabank, Bankia, Popular and Sabadell, which was also used to restructure the winery Condesa.

BBVA has been the leadbank in the operation made by Grupo Chivite, and has been assessed by the attorneys of Gómez Acebo & Pombo together with the financial assessors of Ernst & Young. Grupo Chivite has been assessed by the attorneys of Uría Menéndez and the financial assessors of Eurohold. SPI-Group was assessed by the attorneys of HOLTROP S.L.P. Transaction & Business Law and the financial assessors of PWC.

SPI-Group, with headquarters in Luxembourg, is a company with a strong international presence and origins in the vodka sector, owner of the brands Stolichnaya, Elit and Moskovskaya. SPI-Group already owned the renowned wineries Achaval Ferrer from Argentina, and the Italian wineries Tenuta dell’Ornellaia, Castelgiocondo y Luce della Vita, the later by means of a joint venture with Marchesi de Frescobaldi and the Californian Michael Mondavi. SPI-Group has created High End Wines Holding B.V. in order to direct its current and future growing in the wine sector. Manuel Louzada, coming from Numanthia, has been designated General Director of Propiedad de Arínzano.

The cause of the bigger complexity of this operation has been to align the interests of the sellers, as well as the banks and the purchasers. In some press publications emphasis was put on the requirements imposed by the international regulation against money laundering, with 6 involved banks, each one with its approval committees, which dit not make it easier to speed up the operation. The problem here is not the material compliance of these requirements, which no one with a reasonable judgement would doubt about, but knowing in advance both the procedure as well as the formal requirements of each entity separately. This is a topic which makes people nervous, as it is apparently difficult to create clear, predictable, rational and transparent rules and procedures.

An additional complication has been the difficulty by the purchaser in accepting modifications in the purchase agreement which were proposed subsequently to the firm of the contract, but before its closing. For our client, being used to Anglo-Saxon transactional culture, this has been a cultural matter of very difficult acceptance. If it wouldn’t have been a winery of great interest because of its strategic relevance for our client, he wouldn’t have accepted it.

The success of the closing of the operation is certainly to a considerable extent thanks to the leadership of the “lead bank” BBVA in guiding the other entities in the structuration of the operation as it was finally done. In general terms, the negotiation with the attorneys of the bank and the seller has been fruitful, and despite the final changes, the key has been the interest in easing the closing of the operation.

With the aim to promote the strategic thinking of all the players of the wine sector's value chain on the one hand and to boost the collaboration and innovation among the cluster partners on the other hand, INNOVI (The Catalan Wine Cluster) organises the "Jornades d'Immersió Estratègica" next June 2nd and 3rd.

Our firm, being a cluster member, will be present as well. Registration is open for both members and non-members of the cluster.

On March 9th HOLTROP S.L.P. Transaction & Business Law participates in a workshop between associated companies to the CEEC (Energy Efficiency Cluster of Catalunya) and INNOVI (Catalan Wine Cluster) where CEEC associates will present their respective challenges in relation to their energy performance.

The workshop, which will be held in 3 sessions, takes place in Bodega Masia Vallformosa - La Sala, 45 - 08735 Vilobí del Penedès - Barcelona from 12: 00-14: 00.

This first session will be followed by two more, whose dates have not been published yet.

Next January 28th at 16:30 a presentation of the strategic analysis on wines and champagnes at Catalonia and the main action lines of the Catalan Wine Cluster INNOVI will take place at ACCIO (the Catalan Agency for Business Competitiveness) - Paseo de Gracia, 120 at Barcelona.

Holtrop S.L.P. Transaction & Business Law, being a member of INNOVI, will also attend this event.

On November 10th at 09:30 at the premises of Caves Gramona (C / Indústria, 36 Sant Sadurní d'Anoia) a conference on energy efficiency in the wine sector will take place. The conference is organised by the Catalan Wine Cluster (INNOVI) together with the Catalan Energy Efficiency Cluster (CEEC).

The aim of the conference is the presentation of energy efficiency projects in the wine sector and find, following success stories, new ideas and projects to develop.

Registration is needed to participate. Attendance is free for INNOVI and CEEC partners; for not associated firms the cost is of 30 €.

Holtrop S.L.P. Business & Transaction Law, being an INNOVI associate, will participate in the conference.